2022-11-07 | NDAQ:NVAC | Press Launch

2022-11-07 | NDAQ:NVAC | Press Launch

New York, New York, Nov. 07, 2022 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa”), a digital well being firm that’s pioneering the subsequent era of customized medication and NorthView Acquisition Corp. “NorthView”) (Nasdaq: NVAC), a publicly traded particular goal acquisition firm, immediately introduced that they’ve entered right into a definitive enterprise mixture settlement (the “Enterprise Mixture Settlement”) on November 7, 2022 that may end in Profusa changing into a publicly listed firm.

Upon closing of the transaction, NorthView can be renamed “Profusa Inc.” (the “Mixed Firm”).

Profusa is predicated in Emeryville, CA and is a digital well being firm that’s pioneering the subsequent era of customized medication through the event of novel tissue-integrated biosensors. Profusa’s know-how addresses the human physique’s response to the presence of overseas materials, enabling long-term monitoring of varied biochemical parameters in real-time, with months of performance, at a fraction of the price of present options. Profusa’s novel strategy, that has been in growth for about 9 years, is meant to be the foundational platform of bioengineered sensors supporting actual time biochemical monitoring, enabling a real-time stream of information for a wide-ranging set of purposes, together with wound care and steady glucose monitoring for diabetes administration. Profusa’s know-how allows steady transmission of wi-fi and cloud based mostly actionable medical-grade information for private, skilled and medical use.

Profusa’sChairmanand CEO, Ben Hwang, PhD and the present administration crew will proceed to guide the Mixed Firm.

Ben Hwang of Profusa famous, “We’re excited to companion with NorthView to speed up our development and convey our answer to these in want, creating a real enabling know-how that gives a data-driven, user-based, real-time well being determination answer.”

Profusa’s mission is to make our physique’s chemistry simply accessible to enhance well being and wellness, changing into the chief within the growth of real-time biosensors that present unprecedented data-driven insights into our total well being standing. Smaller than the width of some hairs, every biosensor is a versatile hydrogel fiber of roughly 3 mm in size and fewer than half a millimeter large, it’s simply injected beneath the pores and skin for ease of deployment and long-term performance. The hydrogel fiber is linked to light-emitting fluorescent molecules that constantly sign in proportion to the focus of a physique chemical, similar to oxygen, glucose, or different biomolecules of curiosity. In contrast to standard sensors, similar to these present in different steady glucose screens, this novel strategy permits the Profusa sensing platform to ship correct information, with months of performance per injection, at a value that allows broad consumer adoption.

Profusa’s first product providing, at present registered beneath CE Mark within the European Union, the Lumee™ Oxygen Platform, is designed to report dependable tissue oxygen ranges at varied areas of curiosity, each acutely and long-term. The Lumee™ Oxygen Platform has been designed to be used in purposes the place monitoring of compromised tissue is helpful, similar to peripheral artery illness; persistent wounds (diabetic ulcers, stress sores) that don’t heal correctly; and reconstructive surgical procedure. Profusa’s second providing is in scientific growth for steady glucose monitoring (CGM). The worldwide CGM market measurement is predicted to develop from $6.13 billion in 2021 to $16.33 billion by 2030 at CAGR of 17.33% in line with Strategic Market Analysis due principally to the rising incidence of diabetes, new product launches and authorities initiatives.

Jack Stover, CEO of NorthView, commented: “We imagine our merger with Profusa represents a uncommon alternative to companion with a administration crew and enterprise that’s extremely wanted to be a public firm with a real platform answer, globally targeted and with know-how validated through product approval and prepared for launch. We’re assured that this enterprise mixture will present Profusa or the Mixed Firm with the monetary assets to launch its industrial plans for its oxygen biosensor product, search FDA approval for its steady glucose monitoring product and proceed to develop close to time period income alternatives to leverage its novel tissue built-in biosensor know-how platform.”

Transaction Overview

The professional forma fairness valuation of the Mixed Firm is predicted to be roughly $264 million assuming 80% redemptions or roughly $416 million assuming no redemptions. Estimated money proceeds to the Mixed Firm from the transaction are anticipated to include NorthView’s roughly $39 million of money in belief assuming 80% redemptions or roughly $193 million assuming no redemptions.

Upon the closing of the transaction, and assuming 80% of NorthView’s public stockholders elect to redeem their shares of widespread inventory and no further shares of widespread inventory are issued upon the closing of the transaction, it’s anticipated that NorthView’s public stockholders would retain an possession curiosity of roughly 21.6% within the Mixed Firm, the sponsors, officers, administrators and different holders of NorthView founder shares will retain an possession curiosity of roughly 19.7% of the Mixed Firm, and the Profusa stockholders will personal roughly 58.7% of the Mixed Firm.

Alternatively, assuming no redemptions by NorthView’s public stockholders and no further shares of widespread inventory are issued upon the closing of the transaction, it’s anticipated that NorthView’s public stockholders would retain an possession curiosity of roughly 50.2% within the Mixed Firm, the sponsors, officers, administrators and different holders of NorthView founder shares will retain an possession curiosity of roughly 12.5% of the Mixed Firm, and the Profusa stockholders will personal roughly 37.3% of the Mixed Firm.

The board of administrators of every of NorthView and Profusa has authorised the transaction. NorthView, Profusa and sure stockholders of Profusa (the “Key Profusa Stockholders”) have entered into assist agreements pursuant to which such Key Profusa Stockholders agreed to, amongst different issues, inside 5 (5) enterprise days after the proxy assertion/prospectus referring to the approval by NorthView shareholders of the transaction is said efficient by the Securities and Alternate Fee and delivered or in any other case made obtainable to NorthView shareholders, execute and ship a written consent with respect to the excellent shares of Profusa widespread inventory and most well-liked inventory held by the Key Profusa Stockholders adopting the Enterprise Combiantion Settlement and associated transactions. The shares of Profusa widespread inventory and most well-liked inventory which can be owned by the Key Profusa Stockholders and topic to such assist agreements characterize a majority of the excellent voting energy of Profusa widespread inventory and most well-liked inventory (on an as transformed foundation). The transaction would require the approval of the stockholders of Profusa and NorthView and is topic to different customary closing circumstances together with the receipt of sure regulatory approvals.

Extra details about the proposed transaction, together with a duplicate of the enterprise mixture, can be supplied in a Present Report on Kind 8-Ok to be filed by NorthView with the SEC and obtainable at www.sec.gov.

Advisors

I-Bankers Securities Inc. and Dawson James Securities, Inc. acted as monetary advisors to NorthView. H.C. Wainwright & Co. acted as monetary advisor to Profusa. ArentFox Schiff LLP acted as authorized advisor to NorthView and Sidley Austin LLP acted as authorized advisor to Profusa.

About Profusa

Profusa, a Delaware company, is a digital well being firm that’s pioneering the subsequent era of customized medication as a number one developer of novel tissue built-in biosensors.

About NorthView

NorthView Acquisition Corp. is a clean examine firm fashioned for the aim of effecting a merger, capital inventory alternate, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies. NorthView was integrated beneath the legal guidelines of the State of Delaware on December 22, 2021.

Ahead-Trying Statements

This press launch accommodates forward-looking statements inside the that means of part 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and part 21E of the U.S. Securities Alternate Act of 1934 (“Alternate Act”) which can be based mostly on beliefs and assumptions and on data at present obtainable to NorthView and Profusa. In some circumstances, you possibly can establish forward-looking statements by the next phrases: “could,” “will,” “may,” “would,” “ought to,” “count on,” “intend,” “plan,” “anticipate,” “imagine,” “estimate,” “predict,” “mission,” “potential,” “proceed,” “ongoing,” “goal,” “search” or the unfavorable or plural of those phrases, or different comparable expressions which can be predictions or point out future occasions or prospects, though not all forward-looking statements comprise these phrases. Any statements that seek advice from expectations, projections or different characterizations of future occasions or circumstances, together with projections of market alternative and market share, the potential of Profusa’s enterprise plans together with its plans to increase, the sources and makes use of of money from the proposed transaction, the anticipated enterprise worth of the mixed firm following the consummation of the proposed transaction, any advantages of Profusa’s partnerships, methods or plans as they relate to the proposed transaction, anticipated advantages of the proposed transaction and expectations associated to the phrases and timing of the proposed transaction are additionally forward-looking statements. These statements contain dangers, uncertainties and different components which will trigger precise outcomes, ranges of exercise, efficiency or achievements to be materially totally different from these expressed or implied by these forward-looking statements. Though every of NorthView and Profusa believes that it has an inexpensive foundation for every forward-looking assertion contained on this communication, every of NorthView and Profusa warning you that these statements are based mostly on a mixture of details and components at present recognized and projections of the longer term, that are inherently unsure. As well as, there can be dangers and uncertainties described within the proxy assertion/prospectus on Kind S-4 referring to the proposed transaction, which is predicted to be filed by NorthView with the SEC and different paperwork filed by NorthView or Profusa infrequently with the SEC. These filings could establish and tackle different essential dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Neither NorthView nor Profusa can guarantee you that the forward-looking statements on this communication will show to be correct. These forward-looking statements are topic to various dangers and uncertainties, together with, amongst others, the flexibility to finish the enterprise mixture as a result of failure to acquire approval from NorthView’s stockholders or fulfill different closing circumstances within the enterprise mixture settlement, the prevalence of any occasion that would give rise to the termination of the enterprise mixture settlement, the flexibility to acknowledge the anticipated advantages of the enterprise mixture, the quantity of redemption requests made by NorthView’s public stockholders, prices associated to the transaction, the influence of the worldwide COVID-19 pandemic, the chance that the transaction disrupts present plans and operations because of the announcement and consummation of the transaction, the end result of any potential litigation, authorities or regulatory proceedings and different dangers and uncertainties, together with these to be included beneath the heading “Danger Components” within the ultimate prospectus for NorthView’s preliminary public providing filed with the SEC on December 22, 2021 and in its subsequent quarterly studies on Kind 10-Q and different filings with the SEC. There could also be further dangers that neither NorthView or Profusa presently know or that NorthView and Profusa at present imagine are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. In mild of the numerous uncertainties in these forward-looking statements, you shouldn’t regard these statements as a illustration or guarantee by NorthView, Profusa, their respective administrators, officers or staff or another person who NorthView and Profusa will obtain their goals and plans in any specified timeframe, or in any respect. The forward-looking statements on this press launch characterize the views of NorthView and Profusa as of the date of this communication. Subsequent occasions and developments could trigger these views to alter. Nonetheless, whereas NorthView and Profusa could replace these forward-looking statements sooner or later, there isn’t a present intention to take action, besides to the extent required by relevant regulation. You must, subsequently, not depend on these forward-looking statements as representing the views of NorthView or Profusa as of any date subsequent to the date of this communication.

No Supply or Solicitation

This press launch isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any securities of NorthView or Profusa, nor shall there be any sale of any such securities in any state or jurisdiction during which such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No supply of securities shall be made besides via a prospectus assembly the necessities of the Securities Act.

Necessary Extra Data Relating to the Transaction Will Be Filed With the SEC

In reference to the proposed enterprise mixture, NorthView intends to file with the SEC a registration assertion on Kind S-4 containing a preliminary proxy assertion and a preliminary prospectus of NorthView, and after the registration assertion is said efficient, NorthView will mail a definitive proxy assertion/prospectus referring to the proposed enterprise mixture to its stockholders and Profusa’s shareholders. This press launch doesn’t comprise all the knowledge that needs to be thought of regarding the proposed enterprise mixture and isn’t supposed to kind the premise of any funding determination or another determination in respect of the enterprise mixture. NorthView’s stockholders and different individuals are suggested to learn, when obtainable, the preliminary proxy assertion/prospectus and the amendments thereto and the definitive proxy assertion/prospectus and different paperwork filed in reference to the proposed enterprise mixture, as these supplies will comprise essential details about Profusa, NorthView and the proposed enterprise mixture. When obtainable, the definitive proxy assertion/prospectus and different related supplies for the proposed enterprise mixture can be mailed to stockholders of NorthView as of a document date to be established for voting on the proposed enterprise mixture. Such stockholders will even have the ability to acquire copies of the preliminary proxy assertion/prospectus, the definitive proxy assertion/prospectus and different paperwork filed with the SEC, with out cost, as soon as obtainable, on the SEC’s web site at www.sec.gov, or by directing a request [email protected],, Consideration: Fred Knechtel.

Individuals within the Solicitation

NorthView and Profusa and their respective administrators, govt officers, different members of administration, and staff, beneath SEC guidelines, could also be deemed to be contributors within the solicitation of proxies of NorthView’s stockholders in reference to the proposed transaction. Data relating to the individuals who could, beneath SEC guidelines, be deemed contributors within the solicitation of NorthView’s stockholders in reference to the proposed enterprise mixture can be set forth in NorthView’s registration assertion on Kind S-4, together with a proxy assertion/prospectus, when it’s filed with the SEC.

Traders and safety holders could acquire extra detailed data relating to the names and pursuits within the proposed transaction of NorthView’s administrators and officers in NorthView’s filings with the SEC and such data will even be within the Registration Assertion to be filed with the SEC by NorthView, which is able to embrace the proxy assertion / prospectus of NorthView for the proposed transaction.

For investor and media inquiries, please contact:

Fred Knechtel, CFO of NorthView: [email protected]

Sandeep Yadav, CFO of Profusa: [email protected]



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